Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.þ Yeso No

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitionthe definitions of “large accelerated filer,” “accelerated filerfiler” and large accelerated filer”“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).o Yesþ No

     Indicate the number of shares outstanding of common stock as of August 14, 2007:February 12, 2008: 27,129,832.

     The consolidated financial statements include the accounts of Emerson Radio Corp. (“Emerson”, consolidated –— the “Company”), which operates in the consumer electronics business. The consumer electronics business includes the design, sourcing, importing and marketing of a variety of consumer electronic products and the licensing of the ““(EMERSON LOGO)” and H.H. Scott^®Scott(R) trademarks for a variety of products domestically and internationally to certain licensees.

     The unaudited interim consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of our consolidated financial position as of June 30,December 31, 2007 and the results of operations for the three and nine month periods ended June 30,December 31, 2007 and June 30,December 31, 2006. All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of the unaudited interim consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes; actual results could materially differ from those estimates. The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and accordingly do not include all of the disclosures normally made in our annual consolidated financial statements. Accordingly, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended March 31, 2007 (“fiscal 2007”), included in our annual report on Form 10-K, as amended, for fiscal 2007.

     Due to the seasonal nature of Emerson’s business, the results of operations for the three and nine month periodperiods ended June 30,December 31, 2007 are not necessarily indicative of the results of operations that may be expected for any other interim period or for the full year ending March 31, 2008 (“fiscal 2008”).

     Certain reclassifications were made to conform the prior year’s financial statements to the current presentation.

During the fourth quarter of fiscal 2005, theThe Company elected to early-adoptaccounts for all share based payments in accordance with Statement of Financial Accounting Standard (“FAS”) No. 123R, “Share-Based Payment” (“FAS 123R”) under the modified retrospective approach applied only to prior interim periods in that year.. As a result, the Company has applied FAS 123R to new awards and to awards modified, repurchased, or cancelled after April 1, 2004. Additionally, compensationcancelled. Compensation cost for the portion of awards for which the requisite service had not been rendered that were outstanding as of April 1, 2004 are being recognized as the requisite service is rendered on or after April 1, 2004 (generally over the remaining option vesting period). The compensation cost for that portion of awards has been based on the grant-date fair value of those awards as calculated for pro forma disclosures under previously issued accounting standards. As a result of applying the provisions of FAS 123R, the Company has recorded compensation costs of $79,000$28,000 and $105,000$83,000 for the three months ended June 30,December 31, 2007 and June 30,December 31, 2006, respectively. For the nine month period ended December 31, 2007, the Company recorded a recovery of compensation costs of $159,000, and for the nine month period ended December 31, 2006, the Company recorded compensation costs of $138,000.

     Comprehensive income for the three and nine month periods ended June 30,December 31, 2007 and June 30,December 31, 2006 is as follows (in thousands):

     The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

     In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes –— An Interpretation of FASB Statement No. 109”. FIN 48 establishes a single model to address accounting for uncertain tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold which a tax position is required to attain before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement classification, interest and penalties, accounting in interim periods, disclosure and transition. Upon adoption of FIN 48, as of April 1, 2007, we recorded a net increase to accumulated deficit of $121,000, including approximately $68,000 related to accrued interest and penalties related to state income tax matters.

     As of April 1, 2007, the Company had $121,000 of unrecognized tax benefits related to state taxes. All of the unrecognized tax benefits could impact our effective tax rate if recognized.

     Estimated interest and penalties related to the underpayment of income taxes are classified as a component of income tax expense in the Consolidated Statement of Operations and totaled $4,000.$16,000. Accrued interest and penalties were $68,000$80,000 as of June 30,December 31, 2007 and are recognized in the Statement of Financial Position.balance sheet.

     The effective tax rate for the respective three and nine months ended June 30,December 31, 2007 differs from the federal statutory rate primarily as a result of the settlement made in relation to the California franchise tax issue described in the second paragraph of this note. The effective tax rate for the respective three and June 30,nine months ended December 31, 2006 differs from the federal statutory rate primarily as a result of state income taxes.

     In May 2007, the FASB issued FASB Staff Position (“FSP”) FIN 48-1 Definition of a Settlement in FASB Interpretation No. 48 (FSP FIN 48-1). FSP FIN 48-1 provides guidance on how to determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. FSP FIN 48-1 is effective retroactively to April 1, 2007. The implementation of this standard did not have a material impact on our consolidated balance sheets or statements of operations.

     On December 5, 2005, The Grande Holdings Limited (“Grande”) purchased approximately 37% (10,000,000 shares) of the Company’s outstanding common stock from our former Chairman and Chief Executive Officer, Geoffrey P. Jurick. Since theits initial purchase, of common stock, Grande has increased its holdingsownership of Emerson Radio Corp.the Company’s common stock through open market and private purchases, toincluding the purchase on September 21, 2007 from a former holder of more than five percent of Emerson’s common stock of 1,853,882 shares. Grande beneficially owned approximately 50.8% of our outstanding common shares, as57.6% of the date of June 30,Company’s common stock on December 31, 2007.

(“Capetronic”), Nakamichi Corporation (“Nakamichi”), Akai Electric (China) Co. Ltd. (“Akai”), and Sansui Electric (China) Co. (“Sansui”), each of which is a wholly-owned subsidiary of Grande, the manufacturer of the LCD sets, in the form of letters of credit and loans which aggregated approximately $22.0 million at December 31, 2006. In reviewing the documentation for certain of the letters of credit referred to above, Emerson determined that some of the parts for which letters of credit were opened were to be used for the manufacture of 27” and 42” television sets to be sold to the Licensee by Akai. Emerson had no direct or indirect interest in such sales, and Capetronic paid Emerson $57,000 as a fee for facilitating such transaction.these transactions.

     As a result of the transactions described in the preceding paragraph, Emerson may have been deemed to be in breach of certain covenants contained in Emerson’s credit facility. The lender under the credit facility agreed to waive such breaches and Emerson and the lender negotiated an amendment to the credit facility. Emerson was required to pay $125,000 to the lender in connection with the amendment. Emerson has charged this amount back to Capetronic and $125,000 was paid to one of Emerson’s foreign subsidiaries on August 14, 2007 by Capetronic.

     On February 21, 2007, Capetronic, Nakamichi, Akai, and Sansui (collectively, the “Borrowers”), each of which is a wholly-owned subsidiary of Grande, jointly and severally, issued a promissory note (the “Note”) in favor of the Company in the principal amount of $23,501,514. The principal amount of the Note represented the outstanding amount owed to the Company as of February 21, 2007, as a result of certain related party transactions entered into between the Company and the Borrowers described above, including interest that had accrued from the date of such related party transactions until the date of the Note. Simultaneously with the execution of the Note, Grande executed a guaranty (the “Guaranty”) in favor of the Company pursuant to which Grande guaranteed payment of all of the obligations of the Borrowers under the Note in accordance with the terms thereof.

of Grande, related to the sale of a building owned by Emerson to an unaffiliated buyer. Also, Emerson received a non-affiliated buyer.deposit of approximately $300,000 from the buyer on this date. The sale is under contract and a deposit has been received from the buyer. The balance ofwas concluded on September 27, 2007. An additional $10,000 will be payablecommission was paid to Vigers by Emerson uponon the closing date of the sale of the property inproperty. Emerson received the balance of the purchase price of approximately $1,700,000 on September 2007.27, 2007, the closing date of the sale.

     In June 2007 Emerson paid a one-time sales commission in the amount of $14,000 to an Executive Director of Grande Holdings, who is also Emerson’s President-International Sales and also a Director of Emerson. The commission was 50% of the net margin on a sale by Emerson to a non-affiliatedan unaffiliated customer.

     In May 2007, weEmerson entered into an agreement with Goldmen Electronic Co. Ltd. (“Goldmen”), with a manufacturing facility in Guangdong, China, pursuant to which we agreed to pay Goldmen $1,682,220 in exchange for Goldmen’s manufacture and delivery to us of musical

     Credit Facility–— On December 23, 2005, Emerson entered into a $45.0 million Revolving Credit Agreement with Wachovia Bank. The loan agreement provides for a $45.0 million revolving line of credit for revolving loans subject to individual maximums which, in the aggregate, are not to exceed the lesser of $45.0 million or a “Borrowing Base” as defined in the loan agreement. The Borrowing Base amount is established by specified percentages of eligible accounts receivables and inventories and bears interest ranging from Prime (8.25%(7.25% as of June 30,December 31, 2007) plus 0.00% to 0.50% or, at Emerson’s election, the London Interbank Offered Rate (“LIBOR” which was 5.32%5.02% as of June 30,December 31, 2007) plus 1.25% to 2.25% depending on excess availability. Pursuant to the Revolving Credit Agreement, Emerson is restricted from, among other things, paying certain cash dividends, and entering into certain transactions without the lender’s prior consent and is subject to certain leverage financial covenants. Amounts outstanding under the loan agreement will beare secured by substantially all of Emerson’s tangible assets.

     During the quarter ended September 30, 2006, Emerson amended its Revolving Credit Agreement with Wachovia Bank, National Association to finance its working capital requirements through October 31, 2006, primarily to ensure funding of the promotional item purchases totaling over $30.0 million. Under this amendment, Emerson’s line of credit was increased to $53 million from $45 million for this period, and its revolver commitments, letters of credit and inventory borrowing bases were increased. Emerson did not utilize the additional available funds during the amendment period, and this amendment expired at October 31, 2006.

     At June 30,December 31, 2007, there were no borrowings outstanding under the facility. The effective interest rate on such borrowings was 8.25% at June 30, 2007.

     As of June 30,December 31, 2007, the carrying value of this credit facility approximated fair value.

     As a result of the related party transactions entered into between Emerson and affiliates of Grande described in Note 7, Emerson may have been deemed to be in breach of certain covenants contained in Emerson’s credit facility, including a covenant restricting Emerson from lending money and from entering into related party transactions without the consent of its lender. The lender under the credit facility agreed to waive such breaches and Emerson and the lender negotiated an amendment to the credit facility. Under the amendment, (i) Emerson granted the lender a security interest in the $23 million Note and the Guaranty referred to in Note 7, (ii) a failure (following a 15 day cure period) by the borrowers to make payments to Emerson as required by the terms of the Note

     The following discussion of our operations and financial condition should be read in conjunction with the Financial Statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

     In the following discussions, most percentages and dollar amounts have been rounded to aid presentation. Accordingly, all amounts are approximations.

     This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

     Forward-looking statements include statements with respect to Emerson’s beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond Emerson’s control, and which may cause Emerson’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

     All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through Emerson’s use of words such as “may,” “will,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,”

Cost of Sales — In absolute terms, cost of sales decreased $2.6$8.1 million, or 5.4%10.5%, to $45.2$68.4 million in the firstthird quarter of fiscal 2008 as compared to $47.8$76.5 million in the firstthird quarter of fiscal 2007. In absolute terms, cost of sales was $165.1 million in the nine month period of fiscal 2008 as compared to $211.0 million in the nine months of fiscal 2007. Cost of sales, as a percentage of net revenues, was 85.9%90.3% and 85.6% in the firstthird quarters of fiscal 2008 and fiscal 2007, respectively, and 88.6% and 86.4% in the nine month periods of fiscal 2008 and fiscal 2007, respectively. Cost of sales as a percentage of sales revenues less license revenues increased to 92.2% in the third quarter of fiscal 2008 as compared to 86.6%from 87.3% in the firstthird quarter of fiscal 2007. Cost of sales as a percentage of sales revenues less license revenues decreasedincreased to 88.8%91.0% in the first quarternine month period of fiscal 2008 from 89.1%88.1% in the first quarternine month period of fiscal 2007. As a percentage of net revenues for the third quarter and nine month period of fiscal 2008, cost of sales associated with sales to Akai Sales PTE, Ltd and Sansui Sales PTE, Ltd, related parties, were 0.3% and 0.1% of total Emerson net revenues. As a percentage of net revenues for the third quarter and nine month period of fiscal 2007, cost of sales associated with purchases from Capetronic Displays Ltd, a related party, was 13.6% of total Emerson net revenues. The decrease in cost of sales in absolute terms for the third quarter and nine month period of fiscal 2008 as compared to the same periods of fiscal 2007 was primarily related to the decrease in sales volume.volume, an increase in reserves for sales returns, a decrease in inventory reserves, and a decrease in royalty expense offset by an increase in writedowns of inventory, warehousing costs, and inventory overhead. The decreaseincrease in cost of sales as a percentage of net revenues andfor the third quarter of fiscal 2008 as compared to fiscal 2007 resulted from lower margins in absolute termsseveral audio categories as well as an increase in warehousing costs. The increase in cost of sales as a percentage of net revenues for the nine months of fiscal 2008 as compared to fiscal 2007 resulted from lower margins in several audio categories offset by a decrease in inventory reserves and royalty expense offset by an increase relatedcosts due to reserves for sales returns.a decrease in inventory reserves. The decrease in inventory

quarter of fiscal 2008 and 1.5% in the third quarter of fiscal 2007. For the nine month periods of fiscal 2008 and fiscal 2007, other operating costs, as a percentage of net revenues, were 3.4% in the first quarter of fiscal 20082.6% and 2.9% in the first quarter of fiscal 2007.1.8%, respectively. In absolute terms, other operating costs and expenses increased $197,000,$105,000, or 12.3%7.9%, to $1.8$1.4 million for the third quarter of fiscal 2008 as compared to $1.6$1.3 million in the third quarter of fiscal 2007. TheAlso in absolute terms, other operating costs and expenses increased $423,000, or 9.7%, to $4.8 million for the nine month period of fiscal 2008 as compared to $4.4 million for the nine month period of fiscal 2007. For the third quarter of fiscal 2008 as compared to the third quarter of fiscal 2007, the increase in absolute terms was the result of increased warehousing and brokerageservice costs. For the nine month period of fiscal 2008 as compared to the nine month period of fiscal 2007, the increase in absolute terms was the result of increased handling charges offset by lower service costs.

Selling, General and Administrative Expenses (“S,G&A”) — S,G&A, as a percentage of net revenues, were relatively unchanged at 9.4%9.7% in the firstthird quarter of fiscal 2008 as compared to 6.0% in the firstthird quarter of fiscal 2007. S,G&A, in absolute terms, decreased $209,000,increased $2.0 million, or 4.0%36.7%, to $5.0$7.4 million infor the firstthird quarter of fiscal 2008 as compared to $5.2$5.4 million for the firstthird quarter of fiscal 2007. The decreaseincrease in S,G&A in absolute terms between the firstthird quarter of fiscal 2008 and third quarter of fiscal 2007 was primarily due to an increase in professional fees of $899,000 largely as a result of legal fees associated with related party transaction investigations, variable selling expenses of $666,000, salaries and bonuses of $282,000, accounts receivable reserves of $239,000, and consulting fees including fees related to the Company’s Sarbanes-Oxley section 404 implementation of $146,000. These increases were slightly offset by a decrease in advertising expense of $132,000 mostly connected to inward licensing requirements. As a percentage of net revenues, SG&A were 9.5% in the nine month period of fiscal 2008 as compared to 6.6% in the nine month period of fiscal 2007. In absolute terms, SG&A increased $1.4 million, or 8.9%, to $17.7 million for the nine month period of fiscal 2008 as compared to $16.2 million for the nine month period of fiscal 2007. The increase in S,G&A in absolute terms between the nine month periods of fiscal 2008 and fiscal 2007 was primarily due to an increase in professional fees of $1.2 million, salaries and bonuses of $1.2 million, and variable selling expenses of $287,000. These increases were offset by adjustments to accounts receivable reserves of $434,000, severance pay in the first quarter of the prior fiscal year of $300,000, a gain on the sale of marketable securities of $205,000, a decrease in accounts receivable reserves of $233,000, and a decrease in variable selling expensesamortization expense of $106,000 offset by$92,000.

Gain on sale of building — Emerson sold its office location in Macao to an increaseunaffiliated buyer for approximately $2.0 million in salariesthe second quarter of fiscal 2008. The gain on the sale of this property was $854,000, net of a $20,000 commission paid to a related party.

Gains on foreign exchange forward contracts — Realized gains of $281,000 and bonusesunrealized gains of $460,000, professional fees of $139,000, and trade show expenses of $109,000.$234,000 have been recorded as non-operating income at December 31, 2007. There were no foreign exchange forward contracts at December 31, 2006.

Non Cash Compensation – — Non cash compensation relates to stock options expense associated with the adoption of SFAS 123RFAS 123(R) “Share-Based Payments.Payment.” Stock basedFor the third quarter of fiscal 2008, non-cash compensation expenses of $28,000 were recorded, as compared to $83,000 in non-cash compensation costs recorded for the third quarter of fiscal 2007. As a result of stock option forfeitures due to senior management and board of director changes over the past year, adjustments representing recovery of these non-cash compensation costs incurred in prior years of $159,000 were recorded in the nine month period of fiscal 2008, as compared to expense of $138,000 in the nine month period of fiscal 2007.

Interest Income (Expense), net — Interest expense, net, decreased $381,000 or 83.4%, to $79,000$76,000 (0.1% of net revenues) in the firstthird quarter of fiscal 2008 as compared to $105,000 (0.2%$457,000 (0.5% of net revenues) in the firstthird quarter of fiscal 2007.

Provision (benefit) for Income Taxes — OurIn the second quarter of fiscal 2008, Emerson increased its estimated liability for California franchise taxes due and owing by its predecessor in the amount of $3.7 million. California franchise taxes are effectively tax on income and are recorded as such. In the third quarter of fiscal 2008, Emerson reduced its estimated liability by $1.0 million as a result of having resolved the matter. See Note 6 — “Income Taxes”. Separate from the decrease in the liability associated with California franchise taxes, our provision for income taxes, which primarily represents the deferred tax charges associated with our profits in the United States, resulted in a provisionbenefit of $379,000$1.4 million for the three months ended June 30, 2007,third quarter of fiscal 2008, or 0.7%1.8% of net revenues, as compared to

     As of June 30,December 31, 2007, weEmerson had cash and cash equivalents of approximately $23.2$20.4 million, compared to approximately $15.3$11.1 million at June 30,December 31, 2006. Working capital was $67.2$63.9 million at June 30,December 31, 2007 and March$70.8 million at December 31, 2007.2006. The increase in cash and cash equivalents of approximately $7.9$9.3 million was primarily due to increases in cash provided by operating activities, the settlement of a receivable due from affiliate and the sale of a building, partially offset by cash used by financing activities,for repayment of short-term debt, property and equipment additions and the payment of taxes, as described in the following paragraphs.

     Operating cash flow provided by continuing operating activities was approximately $23.9$21.0 million for the threenine months ended June 30,December 31, 2007, resulting from the repayment to Emerson of financing provided to an affiliate in the prior fiscal year (see Note 7 –— “Related Party Transactions”), primarily offset by growth in inventory and accounts receivable in the firstthird quarter of fiscal 2008 as well as their asset allowances. Current payables increased $20.1 million, which is related to inventory growth.2008.

     Net cash usedprovided by investing activities was $126,000$1.3 million for the threenine months ended June 30,December 31, 2007 and resulted primarily from the sale of a building in Macao, offset by purchases of tooling by a foreign subsidiary related to sourcing of product computer equipment, and improvements in one of our warehouses.molds delivered to Capetronic, a related party, to manufacture musical instruments (see Note 7).

     Net cash used by financing activities was $2.5$3.7 million for the threenine months ended June 30,December 31, 2007, resulting primarily from repaymentsthe pay down of outstanding loans of a foreign subsidiary. While cash used for the financing of inventory purchases has been repaid in the current quarter, cash was also utilized for payments on certain equipment leases which have been capitalized and the mortgage of a foreign subsidiary.

     On December 23, 2005, we entered into a $45.0 million Revolving Credit Agreement with Wachovia Bank. This credit facility provides for revolving loans subject to individual maximums which, in the aggregate, are not to exceed the lesser of $45.0 million or a “Borrowing Base” as defined in the loan agreement. The Borrowing Base amount is established by specified percentages of eligible accounts receivables and inventories and bears interest ranging from Prime plus 0.00% to 0.50% or, at our election, the London Interbank Offered Rate (“LIBOR”) plus 1.25% to 2.25% depending on excess availability. Pursuant to the loan agreement, we are restricted

Emerson’s principal existing sources of cash are generated from operations and borrowings available under ourit’s revolving credit facilities. As of June 30,December 31, 2007, weEmerson had $36.6$45 million of borrowing capacity available under ourit’s $45.0 million revolving credit facilities, as there were $24.6$11.1 million of letters of credit outstanding, and no outstanding loans. In addition, at March 31, 2007, we had $17.5 million of letter of credit facilities, of which approximately $13.5 million was available. We believeEmerson believes that ourit’s existing sources of cash, including cash flows generated from operations, will be sufficient to support our existing operations over the next 12

     For the quarter ended June 30,December 31, 2007, wethe Company did not repurchase any shares under Emerson Radio Corp.’s common stock share repurchase program. The share repurchase program was publicly announced in September 2003 to repurchase up to 2,000,000 shares of Emerson’s outstanding common stock. Share repurchases are made from time to time in open market transactions in such amounts as determined in the discretion of Emerson’s management within the guidelines set forth by Rule 10b-18 under the Securities Exchange Act. Prior to the June 30,December 31, 2007 quarter, the Company repurchased 1,267,623 shares under this program. As of June 30,December 31, 2007, the maximum number of shares that are available to be repurchased under Emerson Radio Corp.’s common share repurchase program was 732,377. No shares have been repurchased under the program since June 14, 2005.

     (a) None

     (b) None

None

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.